February 15, 2005

On February 7, 2005, the American Stock Exchange LLC ("Amex" or "Exchange") filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(c) thereunder,2 to strike the common stock, $.66 2/3 par value ("Security"), of Hanover Direct, Inc. ("Company"), from listing and registration on Amex.

Amex listing standards provide, among other things, that Amex may consider removing the securities of an issuer from listing and registration when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.

In applying these standards, Amex considers delisting the securities of a company: (i) that has failed to file information, documents and reports with the Commission on a timely basis (Sections 134 and 1101 of the Amex Company Guide ("Company Guide")); (ii) that has shareholders' equity of less than $2,000,000 and has reported losses from continuing operations and/or net losses in two of its past three most recent fiscal years (Section 1003(a)(i) of the Company Guide); (iii) whose shareholders' equity is below $4,000,000 and has reported losses from continuing operations and/or net losses in three of its past four most recent fiscal years

(Section 1003(a)(ii) of the Company Guide); and (iv) that has shareholders' equity of less than $6,000,000 and has reported losses from continuing operations and/or net losses in its five most recent fiscal years (Section 1003(a)(iii) of the Company Guide).

Amex stated in its application filed with the Commission that the Security no longer qualifies for continued listing and registration, for the following reasons:

1. The Company has failed to file its Form 10-Q for the period ended September 25, 2004, with the Commission.

2. The Company has incurred net losses as follows:

Fiscal years ended

Net (loss)

December 27, 2003

($15,399,000)

December 28, 2002

($9,130,000)

December 29, 2001

($5,845,000)

December 30, 2000

($80,800,000)

December 25, 1999

($16,314,000)

3. For the six-month period ended June 26, 2004, the Company reported a shareholders' deficit of $46,503,000 and an accumulated deficit of $493,908,000.

By letter dated May 21, 2004, in accordance with Section 1009 of the Company Guide, Amex advised the Company of its status in relation to the standards of the Exchange and offered the Company an opportunity to submit a business plan in support of continued listing. The Exchange's letter advised the Company that it would need to regain compliance with the Exchange's continued listing standards by November 21, 2005. The Company submitted its plan by letter dated June 22, 2004. The Exchange accepted the Company's plan by letter dated August 3, 2004.

By letter dated December 9, 2004, the Amex advised the Company that it had failed to satisfy additional continued listing standards. Specifically, the Company was not in compliance with Sections 134 and 1101 of the Company Guide in that it had not filed its Form 10-Q for the period ended September 25, 2004 with the Commission. The Exchange's letter further advised the Company that it would need to regain compliance with the Exchange's standards by December 31, 2004.

The Company failed to regain compliance with Sections 134 and 1101 of the Company Guide by December 31, 2004 and remained out of compliance with Sections 1003(a)(i), 1003(a)(ii), and 1003(a)(iii) of the Company Guide. Therefore, in accordance with Section 1009 of the Company Guide, the Exchange determined that the Security did not qualify for continued listing. This determination, along with the Company's right to appeal, was communicated to the Company by letter dated January 24, 2005. The Company did not appeal the Exchange's determination within the requisite time period or thereafter.

The Commission, having considered the facts stated in Amex's application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on February 16, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.3